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S-1/A - AMENDMENT NO. 5 TO FORM S-1 - NewGen BioPharma Corp.g6165.txt
EX-5.1 - OPINION OF COUNSEL - NewGen BioPharma Corp.ex5-1.txt
EX-23.1 - CONSENT OF AUDITOR - NewGen BioPharma Corp.ex23-1.txt

                                                                    EXHIBIT 99.1

                             SUBSCRIPTION AGREEMENT

                               GREENWING NRG INC.
                                 (the "Company")
                     69 Saphire, The Grange, Stilorgan, Co.
                                 Dublin, Ireland
                             Tel: (353) 87 153 6399

A. Instructions.

     Each person considering subscribing for common shares of the Company should
review the following instructions:

     Subscription Agreement: Please complete, execute and deliver to the Company
the enclosed  copy of the  Subscription  Agreement.  The Company will review the
materials  and, if the  subscription  is accepted,  the Company will execute the
Subscription  Agreement  and  return one copy of the  materials  to you for your
records.

     The Company shall have the right to accept or reject any  subscription,  in
whole or in part. We will  aggregate  subscriptions  from  investors and, if the
subscription  is  approved  by our board of  directors,  issue  shares  for such
subscriptions  every 30 days commencing at the effectiveness of this Prospectus.
Investors will have rights of shareholders when our board of directors  approves
the acceptance of the subscription and the issuance of the investors' shares.

     An  acknowledgment  of the acceptance of your subscription will be returned
to you promptly after acceptance.

     Payment:  Payment for the amount of the Shares subscribed for shall be made
at the time of delivery of the  properly  executed  Subscription  Agreement,  by
check, bank draft or wire transfer of funds immediately available to the Company
at the address set forth below or to an account  specified by the  Company.  The
date upon which the transaction  contemplated hereby shall become effective (the
"Closing") will occur on such date on which the Company has received a completed
form of this  Subscription  Agreement  as well as payment  for the amount of the
Shares subscribed for. There is no minimum aggregate amount of Shares which must
be sold as a condition precedent to the Closing, and the Company may provide for
one or more Closings  while  continuing to offer the Shares that  constitute the
unsold portion of the Offering.

B. Communications.

     All documents and check should be forwarded to:

                               GREENWIND NRG INC.
                                (the "Company")
                     69 Saphire, The Grange, Stilorgan, Co.
                                Dublin, Ireland
                             Tel: (353) 87 153 6399

   THE PURCHASE OF SHARES OF GREENWIND NRG INC. INVOLVES A HIGH DEGREE OF RISK
      AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE
                        LOSS OF THEIR ENTIRE INVESTMENT.

EVERY POTENTIAL INVESTOR PRIOR TO ANY INVESTMENT OR PURCHASE OF GREENWIND NRG INC.'S SHARES SHOULD READ THE PROSPECTUS RELATING TO THIS OFFERING. ================================================================================ GREENWIND NRG INC. (the "Company") 69 Saphire, The Grange, Stilorgan, Co. Dublin, Ireland Tel: (353) 87 153 6399 SUBSCRIPTION AGREEMENT SIGNATURE PAGE The undersigned (the "Subscriber") hereby subscribes for that number of shares (the "Shares") of the Company set forth below, upon and subject to the terms and conditions set forth in the Company's final prospectus filed on Form 424B and dated _________, 20____ (the "Prospectus"). Total Number of Shares to be Acquired: _____________________________ Amount to be paid (price of $0.01 USD per Share): _____________________________ IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this ______ day of ____________________, 20_____.
NAME: (PRINT) as it should appear on the Certificate: ------------------------------------------------------------------ ADDRESS: ------------------------------------------------------------------ ------------------------------------------------------------------ ------------------------------------------------------------------ If Joint Ownership, check one (all parties must sign above): [ ] Joint Tenants with Right of Survivorship [ ] Tenants in Common [ ] Community Property If Fiduciary or a Business or an Organization, check one: [ ] Trust [ ] Estate [ ] Power of Attorney Name and Type of Business Organization: --------------------------------------------------
IDENTIFICATION AUTHENTICATION REQUIRED [ATTACH PHOTOCOPY OF ID] Below is my (check one) [ ] Government ID# - [ ] Social Security# - [ ] Passport# - [ ] Tax ID# - [ ] Drivers License# - [ ] Other _________________: #_______________________________ SIGNATURE: ------------------------------------------------- ACCEPTANCE OF SUBSCRIPTION The foregoing Subscription is hereby accepted for and on behalf of GREENWIND NRG INC. this ______ day of ____________________, 20____. By: ---------------------------------------- James Sammon, President and CE